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West Somerset Railway General Discussion

Discussion in 'Heritage Railways & Centres in the UK' started by gwr4090, Nov 15, 2007.

  1. The Dainton Banker

    The Dainton Banker Well-Known Member

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    The Board is elected by the shareholders and normally, at least in membership organisations, the management present proposed policy at the AGM and this is accepted, amended or rejected by the shareholders. The managers then have authority to implement the agreed policies but are still answerable to the shareholders for their actions, particularly those that are outside of policy.
    Obviously there has to be some freedom of movement over minor matters, but the shareholders have the right to call the management to account at any time.
     
  2. Bayard

    Bayard Well-Known Member

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    On the other hand, remember Hanlon's razor: "Never attribute to malice that which is adequately explained by stupidity."
    What does the Plc have in the way of assets? Presumably the land and buildings are owned by SCC. When the line was bought by SCC, did the fledgling WSR Ltd pay for the track separately? What is the Lloyds loan secured on?
     
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  3. flying scotsman123

    flying scotsman123 Resident of Nat Pres

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    I think the key there is "In membership organisations" Plcs are different, because they don't have a membership. Shareholdings are not the same for several reasons. It's likely that the majority of shareholders have small holdings, so not everyone's vote is worth the same, and they were probably bought years ago, and no longer have an active interest in the railway. At least with a membership organisation there's the necessary activity of reapplying for membership every year, and everyone has an equal opinion. That's why I'm inclined to think an ideal model is a Plc where the majority shareholding is held by a membership organisation (which could also be a charity - some railways have split this function and some have not), and the policy is set by the membership organisation, who then direct the Plc to carry it out as majority shareholders. We're a long way off that here though! I think a structure such as this probably would have helped avoid some of the shenanigans I've referred to here on the GWSR as an example, but, as has been said on numerous occasions, we are where we are, especially so on the WSR.
     
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  4. The Dainton Banker

    The Dainton Banker Well-Known Member

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    I used the term "membership organisation" here to differentiate this kind of shareholder company, where there is no real value to the shares and no profits to be distributed to the shareholders, who have bought shares solely because they want to support the railway, from commercial companies where the shareholders have bought shares in the hope of dividends or capital gains and have little interest in the actual operations of the company.
    I agree the current model is in need of some sort of rearrangement and would hope that this is being addressed, but this is up to the shareholders and members of the main shareholding bodies.
    I understand that the Company has an unusually large number of very small shareholdings and wonder if perhaps those below a certain face value could be converted to "non-voting" shares, thus making it clearer who the active shareholders are.
     
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  5. 35B

    35B Nat Pres stalwart

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    The distinction is important but moot, given that the nearest to the sort of company you describe (a CIC) is not how the WSR is set up.

    Given recent behaviours, I would were I a shareholder, be very uncomfortable at the idea of my position being downgraded.


    Sent from my iPhone using Tapatalk
     
  6. The Dainton Banker

    The Dainton Banker Well-Known Member

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    £
    The CIC is a relatively new invention and the WSRPlc was obviously established before CICs came into being. I can see very little difference in the practical application of the two formats as far as the WSR is concerned. Can you explain, please.
    As far as the "downgrading" of shares is concerned, I understand that the WSR issues 10p shares and, in the early days at least, anybody donating was registered as a shareholder. Thus there are a large number of 50 and 100 shareholders who gave £5 or £10 decades ago and have had no further contact. If such shares were to be "downgraded" then the affected shareholders would, of course, have the right to object but I suspect that most have either passed on or lost interest.
     
  7. D1039

    D1039 Guest

    With a caveat that having a provision in the accounts for something doesn't mean you have the cash, and vice versa.

    On other railways there's a tacit admission that they have locomotives to which they're obliged to repair, I think the unusual thing here is the purported/reported obligation to do so by a certain date.

    Were that to be so, in 2026 the WSR PLC could say:

    1) We made provision and have the cash
    2) we've provided for it in the accounts, but have spent the cash
    3) the provision isn't enough but we have enough cash anyway
    etc etc

    In the current circumstances no railway will have cash flow projections to 2026-30.

    Patrick
     
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  8. martin1656

    martin1656 Nat Pres stalwart Friend

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    The problem though has to be how do you hold the board, and chairman to account , only shareholders can, and many shareholders only hold a small shareholding, the major two, only hold about a quarter of the shares between them, so really have very little power, as the power is given to the board, they elect the Chairman,
    So how many small shareholders are active supporters? how many are inactive? and only tick that box that gives the board their vote ?
    It takes only I person, with the right friends to get on the board, and to gain, what is virtually unopposed power, as most shareholders won't even have any interest in whats being done in their name, until it starts to make headlines, then because of the structure, its going to be hard to remove them, What I feel the charities who own the shares should be doing now, as a matter of urgency is to write to every small shareholder, asking them to transfer their shares to either the Trust, or WSRA, to enable them, working for the common good to in the next months, gain that 51 per cent, and call an EGM, in Which they demand the entire board step down, and elect a fresh board who will then have a remit to stop , and rescind the eviction notice, to offer an public apology to the S&DJRMT ,for the actions of the by then former Chairman, set up a formal working party into the merging of all supporting groups into a new organisation, that has only one aim, the continuance and success of the WSR. and to ensure that correct governance is in future clearly laid out and applied with.
     
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  9. nine elms fan

    nine elms fan Part of the furniture

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    With the present shutdown it would be an ideal time to do a moonlight flit, just a thought, you never know! :)
     
  10. Lplus

    Lplus Well-Known Member

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    Absolutely
    Even if one or both of the charities were prepared to start this, what do you think would be the response of the Plc Board?
    And then there's the logistical nightmare of getting the names and addresses of all the small shareholders - many of whom may have died or lost interest in the railway - writing to them and getting them to register the donation of their shares (should they wish to) in some legal manner that cannot be interfered with by the Plc...
    More hope of getting 5(?) people to volunteer and be nominated to become board members at the next AGM - and given the flak anyone who did that and their supporters would get, do you really see that happening?
     
  11. 35B

    35B Nat Pres stalwart

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    The distinction is that as the WSR plc is set up as a plc, not a CIC, so the principles governing a plc apply. My issue with downgrading of the smallest shareholders is on the principle of the rights of minority shareholders, and the way that restricted voting rights have a long and ignoble history of being used to entrench the power of controlling managers over the wider shareholder base.
     
  12. I've long thought this is the way to proceed and would happily transfer my 10,000 shares, preferably to a newly combined sole charity, the West Somerset Railway Trust perhaps? I fear the chance of such an entity being created is rather slim in the short term but fully expect it to happen eventually, assuming it's not too late by then.
     
  13. MellishR

    MellishR Resident of Nat Pres Friend

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    The WSRA ex-6 were enabled to continue their shenanigans for so long largely because the Chairman claimed (truthfully or not) to hold enough proxies to outvote the reformers. Was that not brought to an end at last by the campaign, largely on here, to gather enough reform votes? Is it possible or not to organise something similar for the PLC Board?
     
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  14. Keith Sims

    Keith Sims Member

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    A sound proposition we would be willing to "put our shares where our mouth is" if the outcome would be to regain control of the railway we so love.
    We see three problems here.
    1. Are the shares transferable, if so how does one go about doing the transfer?
    2.Does either of the two organisations have access to the share register?
    3 How do small shareholders know that what you suggest will happen, we have had no pronouncement from either on their stance viz-a-viz the actions of the chairman?
    The charities must make their positions clear to all shareholders.
    Keith & Joyce
     
  15. Snifter

    Snifter Well-Known Member

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    Enough water has passed under the bridge to share a few details. for the first two EGMs, the 6+1 and their loyal henchmen were walking around places such as Williton with forms and stood over individuals while they were persuaded to either vote in a particular way or assign a proxy. There were other tactics employed.

    The final push involved the HRA acting as an independent teller and all forms were returned to them for counting. The 6+1 cottoned on to this late in the day but there was little they could do. The absolute landslide says it all i.e. they realised their goose was well and truly cooked the moment they knew that little influence could be exerted over the voting and the counting.
     
  16. martin1656

    martin1656 Nat Pres stalwart Friend

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    What other way is there? As I see it , the Board, or more to the point, JJP, and his enablers will throw a fit, as it threatens his power base, but short of throwing out both the steam trust and WSRA he can't do much, other than threaten individual members who might work on the railway, to tow the line, but either way his goose will be effectively cooked, As to 99 per cent , it seems to make sence for the charitable arms of the railway to have a controlling interest, because without the staff and volunteer's, there is no railway,
     
  17. Robin Moira White

    Robin Moira White Resident of Nat Pres

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    Not quite right.

    The significant difficulty was (1) communiating the real problems to ordinary WSRA members and (2) that the Ex-6 plus 1 controlled the normal means of communication. By the final AGM we were well placed to communicate with members and the acting Chairman backed the call for change / removal of his own Trustees which was the convincer for many.

    A further difficulty was that in the early stges - when the first WSRA EGM might have been carried with much less blood spilt than later, some well known individuals who later fell behind reform were actively briefing against voting against the incumbents on the basis that could negotiate a way out of the difficulty. Churchill's quote about negotiating with a Tiger comes to mind.

    Turning to the present circumstances:

    WSRA members who are also shareholders would be best to make their concerns known to WSRA Chairman, Mike Sherwood, who would be pleased to communicate with you.

    Robin
     
  18. martin1656

    martin1656 Nat Pres stalwart Friend

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    I would say that the PLC situation mirrors quite well the situation that the WSRA found itself in, A board that on the face of it is acting in a manner not in the interests of the wellbeing of the whole railway, that has its own hands on the levers of power and the ability to control what shareholders are told, and is manipulating the situation for their own ends.
     
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  19. Snifter

    Snifter Well-Known Member

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    It wasn't meant to be a full account but just answered some of the points around the proxies that were ….errrrrrr…. accumulated and one of the factors that delivered the honest outcome.

    That said, nobody was shouted at in public and told to Foxtrot Oscar. There was a better class of despot in those days.
     
  20. RailWest

    RailWest Part of the furniture

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    As a 'small' PLC shareholder, I would have no wish to be 'downgraded' (let alone 'upgraded', Doctor).

    At the time of the WSRA 'saga' I wrote to the then Chairman to express my displeasure at his management of the Association. He ignored my comments, but at least he did not try to kick me out! If I were to do the same with the Plc now, I suspect that at best the result would be equivalent to 'p***ing in the wind' and at worse might result in the loss of my ID card. Unless I could be assured that 100s of others like me did the same, realistically what could be gained from it?

    I don't claim to have a wide knowledge of heritage railway operational structures, but the WSR has always struck me as somewhat odd and unsatisfactory. The railway is owned by the SCC, who lease it to the Plc to operate it on their behalf. At a superficial glance it appears to me that, provided the Plc brings in the tourists and the money into West Somerset, then the SCC is not too bothered about exactly the Plc achieves that. Provided that nothing is too OTT, would it matter to the SCC if (say) the railway ran more LMS engines than GWR ones?

    In short, the SCC appears to give the Plc little or no guidance/instruction about maintaining the 'heritage' aspects of the railway., so the Plc can run it simply in whatever way they feel is best as a 'business'. Contrast that with the situation where the railway is owned (or leased) by a Charitable Trust, which has a wholly-owned subsidiary company as its operator. The Trust is the members/volunteers group which takes forward the spirit of the original 'preservation' movement for its line and ensures that the operating company works within a defined policy on heritage etc. If the members/volunteers do not like how the railway is operating, then they can vote to compel their Trustees to direct the operating company accordingly. Ok, so maybe all a bit simplistic, but surely a better way than the current situation where the Plc appears to be free to 'do it own thing' virtually unchecked?

    Now I'll wait for everyone to tell me how and where I've got it hopelessly wrong :)
    :Saywhat:
     
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